SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
TII INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 66-0328885
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1385 Akron Street, Copiague, New York 11726
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
1995 STOCK OPTION PLAN
-----------------------
(Full title of the plan)
Paul G. Sebetic, Chief Financial Officer
TII Industries, Inc.
1385 Akron Street
Copiague, New York 11726
(516) 789-5000
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(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Leonard W. Suroff, Esq.
1385 Akron Street
Copiague, New York 11726
Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
each class Amount offering aggregate Amount of
of securities to be price per offering registration
to be registered registered(1) share price fee
- --------------------------------------------------------------------------------
Common Stock, par
value $.01 per share 563,800 shares $ 4.375(2) $ 2,466,625.00(2) $ 727.65
100,000 shares 5.875(2) 587,500.00(2) 173.31
2,500 shares 4.625(2) 11,562.50(2) 3.41
83,700 shares 4.688(3) 392,385.60(3) 115.75
Total 750,000 shares $1,020.12
- ----------------------- ------------------------- ----------------------- ----
(1) Pursuant to Rule 416(b), there shall also be deemed covered hereby all
additional securities resulting from anti-dilution adjustments under the
1995 Stock Option Plan, as amended.
(2) Estimated solely for the purpose of calculating the registration fee on
the basis of, pursuant to Rule 457(h), the exercise price of presently
outstanding options.
(3) Estimated solely for the purpose of calculating the registration fee on
the basis of, pursuant to Rule 457(c), the average of the high and low
sales prices per share of the registrant's Common Stock on the Nasdaq
Stock Market National Market System on February 27, 1998.
-1-
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION BY REFERENCE
The contents of the TII Industries, Inc. Registration Statement on Form
S-8, File No. 33-64967, filed with the Commission on December 13, 1995 are
hereby incorporated by reference with the exception of Exhibits 5, 23(a), 23(b)
and 24, which are provided herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Copiague, State of New York, on the 27th day of
February, 1998.
TII INDUSTRIES, INC.
By: /s/ Timothy J. Roach
-----------------------------
Timothy J. Roach, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Timothy J. Roach, Paul G. Sebetic
and Leonard W. Suroff and each of them with power of substitution, as his
attorney-in-fact, in all capacities, to sign any amendments to this registration
statement (including post-effective amendments) and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or their substitutes may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 27th day of February, 1998.
Signature Title
--------- -----
/s/ Alfred J. Roach Chairman of the Board
-------------------
Alfred J. Roach
/s/ Timothy J. Roach President (Chief Executive Officer)
-------------------- and Director
Timothy J. Roach
/s/ Paul G. Sebetic Vice President - Finance (Chief
------------------- Financial and Accounting Officer)
Paul G. Sebetic
/s/ C. Bruce Barksdale Director
----------------------
C. Bruce Barksdale
/s/ Dorothy Roach Director
-----------------
Dorothy Roach
/s/ Joseph C. Hogan Director
-------------------
Joseph C. Hogan
/s/ William G. Sharwell Director
-----------------------
William G. Sharwell
/s/ James R Grover, Jr. Director
----------------------
James R. Grover, Jr.
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5* Opinion of Parker, Chapin, Flattau & Klimpl, LLP as to the
legality of the securities being registered.
23(a)* Consent of Arthur Andersen LLP.
23(b)* Consent of Parker, Chapin, Flattau & Klimpl, LLP (to be included
in Exhibit 5).
24* Powers of Attorney of certain officers and directors of the
registrant (included as part of the signature page of this
filing).
99 1995 Stock Option Plan. Incorporated by reference to Exhibit 10.1
to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 27, 1997 (File No. 1-8048).
- ------------------
* Filed herewith.
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PARKER CHAPIN FLATTAU & KLIMPL, LLP
[LETTERHEAD]
February 27, 1998
TII Industries, Inc.
1385 Akron Street
Copiague, New York 11726
Gentlemen:
We have acted as counsel to TII Industries, Inc., a Delaware
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 (the "Registration Statement") being filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, covering an aggregate
of 750,000 shares of the Company's Common Stock, $.01 par value (the "Shares"),
which may be issued upon the exercise of options that have been granted or may
in the future be granted by the Company under the Company's 1995 Stock Option
Plan (the "1995 Plan").
In connection with the foregoing, we have examined originals or
copies, satisfactory to us, of all such corporate records and of all such
agreements, certificates and other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with the original
documents of all documents submitted to us as copies or facsimiles. As to any
facts material to such opinion we have, to the extent that relevant facts were
not independently established by us, relied on certificates of public officials
and certificates of officers or other representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion
that the Shares, when paid for and issued upon the exercise of options granted
or to be granted under the 1995 Plan, in accordance with the terms and
provisions of the 1995 Plan, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ PARKER CHAPIN FLATTAU & KLIMPL, LLP
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PARKER CHAPIN FLATTAU & KLIMPL, LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated September 19, 1997,
included in TII Industries, Inc.'s Form 10-K for the year ended June 27, 1997,
and to all references to our firm included in this registration statement.
/s/ Arthur Andersen LLP
San Juan, Puerto Rico,
February 27, 1998.
